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United States securities and exchange commission logo
December 13, 2021
Steve Metzger
General Counsel and Secretary
Carriage Services, Inc.
3040 Post Oak Boulevard, Suite 300
Houston, Texas 77056
Re: Carriage Services,
Inc.
Form 10-K filed
March 2, 2021
Form 8-K filed July
30, 2021
Response dated
November 2, 2021
File No. 001-11961
Dear Mr. Metzger:
We have reviewed your November 2, 2021 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
October 26, 2021 letter.
Correspondence filed November 2, 2021
Exhibit A: Earnings Release for three months and nine months ended
September 30, 2021, page
1
1. We note your response
to our prior comments and the revised earnings release and reissue
our comment on
prominence. Throughout your press release, you present Non-GAAP
financial measures to
describe performance while their respective most directly
comparable GAAP
measures were omitted. Please revise to present the most directly
comparable GAAP
measures with equal or greater prominence. Refer to Item 10(e)(i)(a)
of Regulation S-K and
Question 102.10 of the Non-GAAP Compliance and Disclosure
Interpretations.
Steve Metzger
Carriage Services, Inc.
December 13, 2021
Page 2
2. On page 3 you state, I care much more about my proforma share count
number as the
current shareholder ownership reality than the sometimes
confusing GAAP
methodology for diluted shares outstanding. It can actually be
misleading in the short term
when a company like Carriage has such a rapidly increasing earnings
and Free Cash Flow
profile in combination with a rapidly shrinking share count, yet the
GAAP rule for diluted
shares outstanding is a rolling multi-quarter average We do not
believe it s
appropriate to discredit GAAP measures and give non-GAAP measures more
prominence. Please revise. Refer to Item 10(e)(i)(a) of Regulation S-K
and Question
102.10 of the Non-GAAP Compliance and Disclosure Interpretations.
3. Your adjusted proforma diluted EPS includes various adjustments which
appear to
substitute individually tailored recognition and measurement methods
for those of GAAP.
For each adjustment being made, please provide us with an analysis of
why you believe
your presentation is appropriate. Refer to Question 100.04 of the
Non-GAAP Compliance
and Disclosure Interpretations.
You may contact Nasreen Mohammed at 202-551-3773 or Joel Parker at
202-551-
3651 with any questions.
FirstName LastNameSteve Metzger Sincerely,
Comapany NameCarriage Services, Inc.
Division of
Corporation Finance
December 13, 2021 Page 2 Office of Trade &
Services
FirstName LastName